PVH Corp. Announces Offering of $500 Million of Senior Notes Due 2022

December 06, 2012 07:46 AM Eastern Daylight Time

NEW YORK--(BUSINESS WIRE)--PVH Corp. [NYSE: PVH] today announced that it is commencing an offering
of $500 million of senior unsecured notes due 2022. The offering is
being made pursuant to the Company’s automatic shelf registration
statement on Form S-3 filed with the Securities and Exchange Commission
on April 20, 2010 and pursuant to a preliminary prospectus supplement,
which will also be filed with the SEC.

The Company intends to use the net proceeds of the notes offering
(together with cash on hand and expected borrowings under the Company’s
new senior secured credit facility) to fund a portion of the cash
consideration to be paid to stockholders of The Warnaco Group, Inc. in
connection with the Company’s pending acquisition of Warnaco, to
refinance a portion of the Company’s and Warnaco’s existing
indebtedness, and to pay related fees and expenses. The offering of the
notes is not conditioned upon PVH’s completion of the Warnaco
acquisition. However, if the acquisition is not completed by August 20,
2013 or if PVH terminates the merger agreement or otherwise abandons the
transaction prior to such date, then PVH will be required to redeem the
notes within 10 days at 100% of the principal amount plus interest to
but not including the redemption date.

This press release shall not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any sale of any
notes in any state in which such an offer, solicitation or sale would be
unlawful prior to the registration or qualification under the securities
law of any such state. Any offering will be made only by means of a
written prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995: This press release and the prospectus pursuant to which PVH
Corp. is offering its senior unsecured notes due 2022 contain
forward-looking statements and information about PVH’s current and
future prospects and PVH’s operations and financial results, which are
based on currently available information or, in the case of documents
incorporated by reference, information available at the time of filing
of such documents. Actual future results and financial performance could
vary significantly from those anticipated in such statements. The
forward looking statements include assumptions about PVH’s operations,
such as cost controls and market conditions, and the proposed
acquisition of The Warnaco Group, Inc. (including its benefits, results,
effects and timing) that may not be realized.

Risks and uncertainties related to the proposed acquisition of Warnaco
include, among others (i) the risk that Warnaco’s stockholders do not
approve the transaction; (ii) the risk that regulatory approvals
required for the transaction are not obtained or are obtained subject to
conditions that are not anticipated; (iii) the risk that the other
conditions to the closing of the transaction are not satisfied; (iv)
potential adverse reactions or changes to business relationships
resulting from the announcement or completion of the transaction; (v)
uncertainties as to the timing of the transaction; (vi) competitive
responses to the proposed transaction; (vii) costs and difficulties
related to the integration of Warnaco’s business and operations with
PVH’s business and operations; (viii) the inability to obtain, or delays
in obtaining, cost savings and synergies from the transaction; (ix)
unexpected costs, charges or expenses resulting from the transaction;
(x) litigation relating to the transaction; (xi) the inability to retain
key personnel; (xii) and any changes in general economic and/or industry
specific conditions.

Additional factors that could cause future results or events to differ
from those PVH expects are those risks discussed in the prospectus and
prospectus supplement relating to the notes offering under the heading
“Risk Factors”, as well as those risks under Item 1A, “Risk Factors,” in
PVH’s Annual Report on Form 10-K for the fiscal year ended January 29,
2012 and other reports filed by PVH with the SEC. Please read these risk
factors and other cautionary statements contained in the prospectus and
other referenced filings. As a result of these risks and others, PVH’s
financial condition and results of operations could be materially
adversely affected.

PVH undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, the occurrence of
certain events or otherwise.

Contacts

PVH Corp.Dana PerlmanTreasurer and Senior
Vice President, Business Development and Investor Relations(212)
381-3502InvestorRelations@pvh.com

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